<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 23, 1999
Date of Report (Date of earliest event reported)
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 1-2572 73-1520922
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip code)
(918) 588-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
1
<PAGE> 2
Items 1 - 4. Not Applicable.
Item 5. Other Events.
ONEOK, Inc. has been advised by Southwest Gas Corporation
that it has received an unsolicited offer of $32 per share of common stock from
the Southern Union Company.
On February 22, 1999, the Company issued a press release, a
copy of which is attached hereto as exhibit 99.a and incorporated herein by
reference.
Item 6. Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit
No. Description
99.a Press release issued by ONEOK, Inc. dated February 22, 1999.
Items 8-9. Not Applicable
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized, on this 23rd of February, 1999.
ONEOK, Inc.
By: Jerry D. Neal
--------------------------
Vice President, Chief Financial
Officer, and Treasurer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.a Press release issued by ONEOK, Inc. dated
February 22, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 99.a
[ONEOK LOGO]
FINANCIAL NEWS
- --------------------------------------------------------------------------------
ONEOK, INC. CONTACT: WELDON WATSON, 918/588-7158
P.O. BOX 87
TULSA, OK 74102-0871 FOR IMMEDIATE RELEASE: FEBRUARY 22, 1999
ONEOK CONFIRMS ITS OFFER FOR SOUTHWEST GAS
TULSA, Oklahoma -- ONEOK, Inc., has been advised by Southwest Gas
Corporation (NYSE:SWX) that it has received an unsolicited offer of $32 per
share of common stock from the Southern Union Company (NYSE:SUG). The ONEOK and
Southwest boards of directors unanimously approved a definitive agreement on
December 14, 1998, containing a cash offer by ONEOK of $28.50 for each
outstanding share of Southwest Gas common stock.
Larry Brummett, ONEOK chairman and chief executive officer, said,
"Obviously, we were surprised by the Southern Union offer. We based our offer on
due diligence, consultation with investment advisors and sound business
judgment. We believe our offer is fair, competitive and still valid."
The ONEOK offer would create the largest stand-alone gas distribution
company in the United States serving 2.6 million customers in five states. The
combined companies would become the primary gas distributor in Arizona, Kansas,
Nevada and Oklahoma with a strong presence in California.
A ONEOK/Southwest Gas combination would be solid financially with
strong cash flow to enhance growth opportunities in the rapidly expanding
Southwest Gas service area. It would be a strong regional energy company poised
to compete in the rapidly deregulating energy marketplace better serving
shareholders, customers and employees.
ONEOK (NYSE:OKE) is engaged in natural gas intrastate distribution and
transmission, gas processing, marketing and production. ONEOK has approximately
31.6 million shares of common stock outstanding.
# # #
